News-Kategorie: Deals

Frei­burg — The Schölly family has sold the majo­rity of its shares in Baden-Würt­tem­berg-based Schölly Fiber­op­tic GmbH to Aescu­lap AG, a subsi­diary of phar­maceu­ti­cal group B. Braun SE, but will retain a 30 percent stake. The tran­sac­tion is still subject to anti­trust clearance. The parties have agreed not to disc­lose the purchase price.

Schölly Fiber­op­tic was compre­hen­si­vely legally advi­sed on the sale by a corpo­rate and M&A team from the law firm Fried­rich Graf von West­pha­len & Part­ner, led by Dr. Barbara Mayer. FGvW thus once again unders­cores the strong health­care exper­tise of its M&A prac­tice. FGvW previously advi­sed Schölly Fiber­op­tic on the sale of its robo­tics endo­scopy busi­ness to Intui­tive Surgi­cal in 2019. Schölly was advi­sed on tax matters by Hanns-Georg Schell and Clau­dio Schmitt of the audi­ting and tax consul­ting firm BANSBACH GmbH in Frei­burg. Aescu­lap AG was advi­sed by a team from the law firm Brei­ten Burk­hardt under the leader­ship of Dr. Chris­tian Ulrich Wolf in Hamburg.

The medi­cal tech­no­logy company Schölly Fiber­op­tic GmbH, based in Denz­lin­gen / Baden-Würt­tem­berg, specia­li­zes in engi­nee­ring and the produc­tion of custo­mi­zed visua­liza­tion systems in the busi­ness areas of Medi­cal Endo­scopy and Visual Inspec­tion. Since 1998, the owners of the globally active company have been both the Schölly family and Aescu­lap AG in Tutt­lin­gen. Schölly Fiber­op­tic was foun­ded in 1973 and curr­ently employs about 550 people.

Aescu­lap AG, with around 3,600 employees and head­quar­ters in Tutt­lin­gen, is a leading global supplier of products and services in the field of medi­cal tech­no­logy. The company is part of the B. Braun Group.

Advi­sors to Schölly Fiber­op­tic GmbH: Fried­rich Graf von West­pha­len & Part­ner, Freiburg
Dr. Barbara Mayer, Frei­burg, Part­ner (Lead Part­ner, Corpo­rate, M&A)
Dr. Jan Barth, Frei­burg, Senior Asso­ciate (Corpo­rate, M&A)
Daniel Rombach, Frei­burg, Asso­ciate (Merger Control)

BANSBACH GmbH, Freiburg
Hanns-Georg Schell, Mana­ging Part­ner (Tax Law)
Clau­dio Schmitt, Asso­ciate Part­ner (Tax Law)

Berlin — The Chinese company Sino Biophar­maceu­ti­cal Limi­ted is buying Softhale NV. Softhale is a priva­tely held Belgian company focu­sed on the deve­lo­p­ment of products for the treat­ment of respi­ra­tory dise­a­ses. Its next-gene­ra­tion Soft Mist Inha­la­tion (“SMI”) device is based on diffe­ren­tia­ted tech­no­logy and enables more effi­ci­ent drug depo­si­tion in the lungs.

The tran­sac­tion volume is USD 110 million and addi­tio­nal payments rela­ted to regu­la­tory and commer­cial milestones.

An inter­na­tio­nal team of Baker McKen­zie lawy­ers provi­ded compre­hen­sive advice to Sino Biophar­maceu­ti­cal Limi­ted on all legal and regu­la­tory aspects of the tran­sac­tion, with the agree­ment gover­ned by German law. The M&A nego­tia­ti­ons were led by Dr. Thors­ten Seidel in Berlin. The due dili­gence on the Belgian company was led by Baker McKen­zie Brussels under the leader­ship of Domi­ni­que Maes.

“With the successful closing of the tran­sac­tion, we were able to support our client in the imple­men­ta­tion of its growth stra­tegy. With this acqui­si­tion, our client gains a stra­te­gic hub in Europe on its way to beco­ming a major deve­lo­per of inno­va­tive respi­ra­tory products for China and the global market,” commen­ted Dr. Thors­ten Seidel, Part­ner Baker McKenzie.

Sino Biophar­maceu­ti­cal, toge­ther with its subsi­dia­ries, is a leading inno­va­tive rese­arch and deve­lo­p­ment (“R&D”) focu­sed phar­maceu­ti­cal conglo­me­rate in China. Sino Biopharmaceutical’s busi­ness compri­ses a fully inte­gra­ted chain of phar­maceu­ti­cal products that includes a number of inno­va­tive R&D plat­forms and pipe­lines, a range of smart manu­fac­tu­ring faci­li­ties, and a strong distri­bu­tion infrastructure.

Softhale is a Belgian phar­maceu­ti­cal company specia­li­zing in the deve­lo­p­ment of SMI (Soft Mist Inha­la­tion) devices (vapor inha­lers) and rela­ted phar­maceu­ti­cal products for the deli­very of drugs to the lungs.

Baker McKenzie’s global Corporate/M&A team advi­ses on more cross-border tran­sac­tions than any other law firm. Most recently, Baker McKen­zie advi­sed Para­gon on the sale of Novu­mIP to Ques­tel Group, TA Asso­cia­tes on the acqui­si­tion of a majo­rity stake in IGEL, Embra­cer on the acqui­si­tion of Easy­brain Limi­ted, SK Tele­com on a joint venture with Deut­sche Tele­kom, Chr. Hansen Holding A/S in its acqui­si­tion of Jenne­wein Biotech­no­lo­gie GmbH, DBAG in an invest­ment in conga­tec Holding AG, SAP in the sale of its SAP Digi­tal Inter­con­nect commu­ni­ca­ti­ons unit to Sinch AB, Air Liquide in the sale of the Schülke Group to Swedish finan­cial inves­tor EQT, METRO AG in the sale of its China busi­ness and the estab­lish­ment of a stra­te­gic part­ner­ship with Wumei, Bayer AG in the sale of its majo­rity stake in chemi­cal park opera­tor Currenta, and Evonik in the sale of its methacry­la­tes group to Advent International.

Legal advi­sor Sino Biophar­maceu­ti­cal Limi­ted: Baker McKenzie
Lead: Corporate/M&A: Dr. Thors­ten Seidel (Part­ner, Berlin)
Other lawy­ers invol­ved: Corporate/M&A: Domi­ni­que Maes (Part­ner, Brussels), Kim Stas (Coun­sel, Brussels), Derek Poon (Part­ner, Hong Kong), Bruno Schroé (Asso­ciate, Brussels), Holger Engel­kamp (Coun­sel, Berlin)
Employ­ment: Dr. Matthias Köhler (Part­ner, Berlin), Tatjana Serbina (Asso­ciate, Berlin)
IP: Dr. Rembert Niebel (Part­ner, Frankfurt)

About Baker McKenzie

Baker McKen­zie advi­ses clients to successfully deal with the chal­lenges of globa­liza­tion. We solve complex legal problems across natio­nal borders and legal fields. Our unique culture — grown over 70 years — enables our 13,000 employees to under­stand local markets while opera­ting inter­na­tio­nally. We use the trus­ting and friendly coope­ra­tion in our inter­na­tio­nal network for the bene­fit of our clients.

In Germany, around 200 lawy­ers with proven profes­sio­nal exper­tise and inter­na­tio­nal expe­ri­ence repre­sent the inte­rests of their clients at the offices in Berlin, Düssel­dorf, Frankfurt/Main and Munich. As one of the leading German law firms, Baker McKen­zie advi­ses natio­nal and inter­na­tio­nal compa­nies and insti­tu­ti­ons in all areas of commer­cial law.

Hamburg — DLA Piper has advi­sed Germany-based multi­na­tio­nal TRUMPF Group on the acqui­si­tion of the global busi­ness of Lantek Sheet Metal Solutions.

TRUMPF is one of the world’s leading compa­nies for machine tools, lasers and elec­tro­nics for indus­trial appli­ca­ti­ons. In fiscal 2019/20, the company gene­ra­ted sales of 3.5 billion euros with around 14,300 employees.

Lantek is a leading global provi­der of soft­ware systems and solu­ti­ons for compa­nies in the sheet metal working sector, and is repre­sen­ted in 14 countries.

The inter­na­tio­nal DLA Piper team on this tran­sac­tion was led jointly by part­ner Teresa Zueco (Corpo­rate, Madrid) and the German Coun­try Mana­ging Part­ner Dr. Benja­min Para­mes­wa­ran, Photo (Corporate/M&A, Hamburg) — who is also DLA Piper’s global Client Rela­ti­onship Part­ner for the TRUMPF Group — supported by a core team consis­ting of Corpo­rate Asso­cia­tes Héctor Gómez, Alejan­dra Casta­ñeda and Carlos Fuerte (all Madrid). DLA Piper’s cross-border team also included colle­agues from more than ten juris­dic­tions, inclu­ding the UK, the US, France, Germany and China.

TRUMPF was advi­sed in-house by Dewi Kusuma (in-house counsel).

About DLA Piper

DLA Piper is one of the world’s leading commer­cial law firms, with offices in more than 40 count­ries in Africa, Asia, Austra­lia, Europe, the Middle East, and North and South America. In Germany, DLA Piper is repre­sen­ted by more than 250 lawy­ers at its offices in Frank­furt, Hamburg, Colo­gne and Munich. In certain juris­dic­tions, this infor­ma­tion may be conside­red attor­ney adver­ti­sing. www.dlapiper.com

Hamburg — DLA Piper has advi­sed Hamburg-based KRAHN Chemie Group, part of the globally active Otto Krahn Group, on the acqui­si­tion of majo­rity stakes in six compa­nies from Jollis AB & Part­ners, Sweden. In order to bundle the new acti­vi­ties, KRAHN Nordics AB was foun­ded, in which KRAHN Chemie holds the majo­rity with the parti­ci­pa­tion of some of the previous owners of the acqui­red compa­nies. With annual sales of appro­xi­m­ately EUR 1.3 billion, the Otto Krahn Group has around 1,600 employees at 36 loca­ti­ons worldwide.

The acqui­red compa­nies include Gothen­burg-based AmphoChem AB, a leading Scan­di­na­vian distri­bu­tor of indus­trial chemi­cals, addi­ti­ves as well as specialty chemi­cals, and Pemco Addi­ti­ves AB, another leading Scan­di­na­vian distri­bu­tor active in the fuel, lubri­cants and petro­che­mi­cal industries.

In addi­tion, the tran­sac­tion included the indi­rect acqui­si­tion of shares in Temper Tech­no­logy AB, Gothen­burg, which produ­ces sustainable and energy-effi­ci­ent heat trans­fer fluids and anti­freeze, BGM Logi­stics AB, Gothen­burg, a provi­der of logi­stics solu­ti­ons for warehousing, third-party logi­stics and distri­bu­tion in Sweden, and Pemco-Trigue­ros Addi­ti­ves Spain S.L., Alicante, which covers the distri­bu­tion of addi­ti­ves and base oils for use in fuels, indus­trial and auto­mo­tive formu­la­ti­ons in Spain.

In the course of the tran­sac­tion, KRAHN Chemie also acqui­red 100% of Petrico Ltd., Sand­bach, England, in which Pemco Addi­ti­ves AB was previously the indi­rect majo­rity owner. Petrico distri­bu­tes highly specia­li­zed petro­leum products and chemi­cal products for the lubri­cants and addi­ti­ves industry.

DLA Piper, under the lead manage­ment of Sebas­tian Decker (photo)In recent years, we have successfully advi­sed the Otto Krahn Group on various natio­nal and inter­na­tio­nal tran­sac­tions, most recently on the acqui­si­tion of shares in the Greek company Inter­Ac­tive S.A. at the begin­ning of 2020 and previously on the acqui­si­tion of eMBe by KRAHN Chemie as well as on the acqui­si­tion of the WIPAG Group by ALBIS PLASTIC and its joint venture with William Barnet & Son in the USA.

“Sebas­tian Decker and his team are very prudent and thorough, yet prag­ma­tic and respon­sive, even in complex tran­sac­tions. The team­work within the DLA team and with the client is outstan­ding and the willing­ness and ability to get invol­ved in the — also commer­cial — details of a tran­sac­tion are parti­cu­larly note­wor­thy” says Axel Sebbesse, Chief Deve­lo­p­ment Offi­cer and Head of M&A at Otto Krahn Group.

The inter­na­tio­nal team of DLA Piper was under the joint lead of part­ner Sebas­tian Decker and senior asso­ciate Sophie von Mandels­loh (both Corporate/M&A, Hamburg). Also present from the Frank­furt office were Part­ner Semin O, Coun­sel Sergej Bräuer and Asso­ciate Alex­an­der Rösch (all Anti­trust), from Leeds, UK, Part­ners Andrew Davies (Corpo­rate) and Jane Hannon (Employ­ment) and Asso­cia­tes Simon Winterburn (Corpo­rate) and Char­lotte Need­ham (Employ­ment), from Stock­holm, Sweden, part­ners Magnus Oskars­son (Corpo­rate) and Björn Rustare (Employ­ment), senior asso­ciate Kris­tina Stavne and asso­ciate Björn Torsteins­rud (both Corpo­rate), and from the Madrid, Spain, office, legal direc­tor Remei Sanchez and asso­ciate Maria Gutier­rez (both Corporate).

The in-house team of the Otto Krahn Group was led by Axel Sebbesse (Chief Deve­lo­p­ment Offi­cer and Head of M&A) and Fabian Maerz (Direc­tor Tax & Legal).

About DLA Piper

DLA Piper is one of the world’s leading commer­cial law firms, with offices in more than 40 count­ries in Africa, Asia, Austra­lia, Europe, the Middle East, and North and South America. In Germany, DLA Piper is repre­sen­ted by more than 250 lawy­ers at its offices in Frank­furt, Hamburg, Colo­gne and Munich. In certain juris­dic­tions, this infor­ma­tion may be conside­red attor­ney adver­ti­sing. For more infor­ma­tion, visit: www.dlapiper.com